Texas Unanimous Written Action of Shareholders of Corporation Removing Director
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FAQ
(a) Except as otherwise provided by the certificate of formation or bylaws of a corporation or this subchapter, the shareholders of the corporation may remove a director or the entire board of directors of the corporation, with or without cause, at a meeting called for that purpose, by a vote of the holders of a
Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.
Directors are made most responsive through two mechanisms: proxy votes at shareholder meetings and movements in the price of company stock. If a single director misbehaves or underperforms, they may be voted out of the job. If shareholders are truly dissatisfied, they can sell their stock and drive down the price.
(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033). (2) In a corporation with 50 or more members, the removal is approved by the members (Section 5034).
The resolution to remove the director is passed by a simple majority (i.e. anything over 50%) of those shareholders who are entitled to vote, voting in favour.
The company's articles of association (or shareholders' agreement if there is one) may grant the shareholders further powers and rights to make decisions for the company, but most decisions are taken by the board of directors and cannot simply be overturned by the shareholders.
A director can also be removed for cause by a court order, but the court will require at least 10% of the outstanding shares to petition for removal, and a showing of fraudulent or dishonest acts or gross abuse of authority by the director to be removed.
Section 168(1) of the Act states that the shareholders can remove a director by passing an ordinary resolution at a meeting of the company.
REMOVAL BY THE MEMBERSHIP.The membership always has the right to remove directors from the board. If an association's governing documents provide for cumulative voting, removing less than the entire board is more complicated because a minority of voters can block the recall even if a majority of voters approve it.